Jianfeng Group Lin2016 -008 (Announcement on Providing Guarantees to Holding Subsidists)
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2016-008
债券简称:13尖峰01 债券代码:122227
债券简称:13尖峰02 债券代码:122344
浙江尖峰集团股份有限公司
对控股子公司提供担保的公告
本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连带责任。
重要内容提示
● 被担保人名称:浙江尖峰药业有限公司、大冶尖峰水泥有限公司、云南尖峰水泥有限公司、金华市医药有限公司、浙江尖峰国际贸易有限公司。
●拟设定担保额度:设定担保额度6.5亿元。
● 本次担保是否有反担保:无
● 对外担保逾期的累计数量:无
一、担保情况概述
2016年4月8日,浙江尖峰集团股份有限公司召开了第九届董事会第六次会议,公司全体八名董事亲自参加了会议;符合《公司法》和公司《章程》的有关规定,所做决议合法有效。会议由蒋晓萌董事长主持,经审议与表决,以8票同意、0票反对、0票弃权审议通过了《关于为控股子公司提供担保的议案》。
该议案需提交股东大会审议。
二、被担保人基本情况
1、浙江尖峰药业有限公司,注册资本14907万元,其中:本公司占99.16%,注册地址:浙江省金华市婺城区白汤下线高畈段58号X02幢办公质检楼二楼,主要经营:药品研发与生产(凭有效许可证件经营);进口生产、科研所需的原辅材料;进口机械设备、仪器仪表及零配件。(依法须经批准的项目,经相关部门批准后方可开展经营活动)。
2、大冶尖峰水泥有限公司,注册资本2.5亿元,其中本公司占6%、本公司控股子公司浙江尖峰水泥有限公司(本公司持有95.25%的)占70%。注册地址:湖北省大冶市保安镇;主要经营:水泥、水泥熟料、水泥机电设备制造及销售;建材产品销售等。
3、云南尖峰水泥有限公司,注册资本1.5亿元,其中:本公司占75%、控股子公司尖峰水泥(本公司持有95.25%的)占25%,注册地址:云南省普洱市思茅区六顺乡思澜公路43公里处,主要经营:水泥的生产;水泥及水泥制品、建材、碎石、编织袋、水泥粉磨的销售;水泥出口贸易。
4、金华市医药有限公司,注册资本2200万元,其中:本公司控股子公司浙江尖峰药业有限公司占90%、本公司占10%,注册地址:金华市环城东路1180号;主要经营:药品经营。预包装食品、危险化学品、医疗器械等。
5、浙江尖峰国际贸易有限公司,注册资本3000万元,其中:本公司占93.33%、尖峰药业占6.67%,注册地址:浙江金东经济开发区常春西路88号,主要经营:自营和代理各类商品及技术的进出口业务,经营进料加工和“三来一补”业务;开展对销贸易和转口贸易,保税货物和一般货物的仓储(除危险品)、医药中间体、制药设备等。
上述子公司2015年经审计的主要财务数据(单位:万元)
|
公司名称 |
总资产 |
负债总额 |
银行贷款总额 |
流动负债总额 |
资产净额 |
营业总收入 |
归属于母公司所有者净利润 |
|
大冶尖峰水泥有限公司 |
58951.37 |
19189.51 |
0 |
19110.94 |
39761.86 |
50685.17 |
5758.46 |
|
浙江尖峰药业有限公司 |
104765.48 |
70945.02 |
5900 |
63408.21 |
33820.46 |
113292.85 |
5924.42 |
|
金华市医药有限公司 |
39502.13 |
30010.79 |
0 |
30010.79 |
9491.34 |
81538.43 |
2282.99 |
|
云南尖峰水泥有限公司 |
51273.94 |
30135.4 |
0 |
30135.4 |
21138.54 |
38487.77 |
3486.36 |
|
浙江尖峰国际贸易有限公司 |
8142.18 |
7059.02 |
0 |
6941.52 |
1083.16 |
17050.64 |
29.11 |
三、提供担保的主要内容
1、对控股子公司向金融机构借款提供担保,设定如下额度:
|
被担保单位 |
设定担保额度(万元) |
|
大冶尖峰水泥有限公司 |
10000 |
|
浙江尖峰药业有限公司 |
30000 |
|
金华市医药公司 |
15000 |
|
浙江尖峰国际贸易有限公司 |
5000 |
|
云南尖峰水泥有限公司 |
5000 |
|
合计 |
65000 |
2、同意为浙江尖峰国际贸易有限公司提供担保函,为浙江尖峰国际贸易有限公司的客户在该公司存放的货物提供相应的担保。
在以上额度内的担保授权董事长分次执行。
四、董事会意见
以上被担保公司都是本公司的控股子公司,本公司能有效控制担保风险,董事会同意以上的担保。
公司三名独立董事对该事项发表了独立意见,认为:该决议的形成符合《公司法》、公司《章程》等有关规定,没有损害中小股东的利益。
五、累计对外担保数量及逾期担保的数量
截止本公告披露日,公司及其控股子公司已批准的对外担保总额为12.5亿元,占公司2015年经审计的合并口径归属于母公司所有者权益合计的57.7%。其中,已批准的对控股子公司担保总额为65,000万元,占公司2015年经审计的合并口径归属于母公司所有者权益合计的30.01 %。
截止本公告披露日,公司及其控股子公司对外担保实际发生余额(不包括对子公司)为6.25亿元,占公司2015年经审计的合并口径归属于母公司所有者权益合计的28.85%;公司对控股子公司的担保实际发生余额为2500万元,占公司2015年经审计的合并口径归属于母公司所有者权益合计的1.15%。
截止本公告披露日,本公司没有逾期担保。
六、备查文件目录
公司第九届董事会第六次会议决议;
特此公告
浙江尖峰集团股份有限公司
董事会
二〇一六年四月十二日
More information
Since the implementation of the large-scale inspection in early November 2016, Daye Jianfeng Cement Company has embarked on a comprehensive institutional adjustment and optimization, which has been carried out for more than five months. In just a few months, the internal management of Daye Peak has achieved a preliminary transformation, the process has been further straightened out, and the work efficiency has also been significantly improved. Reduce the hierarchy and further flatten the management. In the past, in order to avoid responsibilities, there were often repeated and overlapping settings in the setting of enterprise posts, and even there were cases where no one handled the accident and no one took responsibility. In order to truly realize flat management, daye peak merged the original production department, technology department, manufacturing workshop and finished product workshop to form a manufacturing department in early January this year after the implementation of large-scale inspection. Merging the former Environmental Security Department and the Comprehensive Management and Security Department to form the Environmental Security Department; The purchasing functions of the original departments were merged into the purchasing department. The functions of the infrastructure section of the former comprehensive management department were merged into the waste heat power generation department. After the adjustment of the organization, the members of the management team in charge of production also served as department managers, realizing the "sinking" of management ". Adjust and formulate the responsibility system to ensure that tasks are on duty and responsibilities are on duty. In response to changes in institutions and job settings, Daye Peak has carried out a comprehensive revision of the job responsibility system, making requirements around the key indicators of various departments and positions, and implementing "personalization" of responsibilities ". For example, the relevant indicators of mechanics focus on the consumption of machinery and materials, the operation rate of the equipment under their jurisdiction, and the failure time, and the hook for cement and clinker production has been canceled. Responsibility assessment is carried out according to post responsibilities and relevant management systems, and the assessment has been strengthened. In order to understand the actual effect of daye peak institutional reform, on March 30, the group company
2020
07-31
Group Party Committee to determine the annual work plan
The party Committee of the group company has determined its work ideas and work plan for 2017 a few days ago, and relevant work has been arranged below. In view of the current new political and economic situation and the task of enterprise transformation and development, the general requirements of the Party Committee of the Group Company for 2017 are: to thoroughly study and implement the spirit of the Sixth Plenary Session of the 18th CPC Central Committee and the series of important speeches by General Secretary Xi Jinping, the spirit of the Seventh Party Congress of Jinhua City, to closely revolve around the center of enterprise production, operation and reform and development, and to adhere to scientific development and cross-regional development as the first priority, in order to continue to carry out the study and education of "five stars striving for innovation" and "two learning and one doing", we should highlight the main line of comprehensively and strictly administering the party according to the rules, firmly establish the political awareness, overall situation awareness, core awareness and alignment consciousness of the majority of Party members and cadres, strengthen and improve the party building work in enterprises in the spirit of reform, and strive to improve the scientific, standardized and institutionalized level of Party building work in enterprises, in order to promote the scientific development of the group company, leapfrog development and harmonious development, it provides a strong political, ideological and organizational guarantee. The working idea of the Party Committee of the Group Company in 2017 is to focus on "one center", adhere to "one concept", highlight "three key points" and do a good job in "three constructions". That is: centering on the "one center" of enterprise production, operation and reform and development, we should strive to strengthen the "one concept" of "the organic unity of the party's leadership and the improvement of corporate governance"; to "thoroughly implement the main responsibility of the party committee; continue to carry out the study and education of" two learning and one doing "; and improve the system of party building work" as the "three key points", and focus on "team building and team building
2020
07-30
End of 2016 Qualification Review
According to our newspaper, the 2016 employee qualification evaluation work ended a few days ago, and 380 employees obtained new qualifications. Since the implementation of the employee qualification evaluation system in 2010, it has produced certain results in promoting employees to strengthen self-learning and improve and establish a multi-channel career development system for employees. Since the company's cement sector was included in the scope of qualification management for the first time, in accordance with the relevant regulations of the company's employee qualification management, the written examination for this review was conducted in Jinhua, Daye, and Pu'er on December 25, 2016. After professional knowledge examination, performance evaluation and comprehensive evaluation, the qualification of the corresponding grade and grade is finally determined. A total of 380 employees participated in the review, including 40 in management, 59 in technology and 281 in technicians. According to the unit, there are 2 people in the group department, 186 in daye peak, 89 in Yunnan peak, 56 in pharmaceutical company, 6 in international trade company and 41 in peak health. For employees who apply for qualifications above level 3, Group Barton organized a unified review. According to the final results, more than 6 per cent of the total number of persons rated as three or more qualified. (this newspaper reporter)
2020
07-31
Group Party Committee to determine the annual work plan
The party Committee of the group company has determined its work ideas and work plan for 2017 a few days ago, and relevant work has been arranged below. In view of the current new political and economic situation and the task of enterprise transformation and development, the general requirements of the Party Committee of the Group Company for 2017 are: to thoroughly study and implement the spirit of the Sixth Plenary Session of the 18th CPC Central Committee and the series of important speeches by General Secretary Xi Jinping, the spirit of the Seventh Party Congress of Jinhua City, to closely revolve around the center of enterprise production, operation and reform and development, and to adhere to scientific development and cross-regional development as the first priority, in order to continue to carry out the study and education of "five stars striving for innovation" and "two learning and one doing", we should highlight the main line of comprehensively and strictly administering the party according to the rules, firmly establish the political awareness, overall situation awareness, core awareness and alignment consciousness of the majority of Party members and cadres, strengthen and improve the party building work in enterprises in the spirit of reform, and strive to improve the scientific, standardized and institutionalized level of Party building work in enterprises, in order to promote the scientific development of the group company, leapfrog development and harmonious development, it provides a strong political, ideological and organizational guarantee. The working idea of the Party Committee of the Group Company in 2017 is to focus on "one center", adhere to "one concept", highlight "three key points" and do a good job in "three constructions". That is: centering on the "one center" of enterprise production, operation and reform and development, we should strive to strengthen the "one concept" of "the organic unity of the party's leadership and the improvement of corporate governance"; to "thoroughly implement the main responsibility of the party committee; continue to carry out the study and education of" two learning and one doing "; and improve the system of party building work" as the "three key points", and focus on "team building and team building
2020
07-31
Yunnan peak through the safety standard secondary acceptance
On March 21, Yunnan Jianfeng Cement Company successfully passed the evaluation and acceptance of secondary enterprises for safety production standardization. On the same day, a review team composed of leaders of the Yunnan Provincial Work Safety Supervision Bureau and relevant experts reviewed the implementation of the establishment of Yunnan Jianfeng safety production standardization secondary enterprises. According to the 13 elements involved in the "Standard for Assessment and Rating of Safety Production Standardization in Cement Enterprises", the review team conducted strict assessment and scoring item by item through grouping to check the site and review the data, and finally determined that Yunnan Peak passed the standard acceptance of safety standardization secondary enterprises. Yunnan Jianfeng has always attached great importance to safety production. After passing the three-level safety standard enterprise review in 2015, in order to raise the level of enterprise safety management to a new level, in 2016, it began to create secondary safety standardization. Over the past year, Yunnan Jianfeng has insisted on taking the creation of secondary safety standards as the top priority of production and operation management, and has formulated an implementation plan for production safety standardization in accordance with the requirements of national standardization norms. the content covers production safety responsibility system, education and training, safety inspection, safety facilities management and other safety production management standards, systems and post safety operation procedures, while further strengthening daily safety inspection and regularly organizing emergency plan drills, strengthen the investigation and rectification of potential safety hazards and the supervision of important hazard sources, and further consolidate the foundation of enterprise safety production management. After the review, Zhou Jiping, general manager of Yunnan Jianfeng, said that Yunnan Jianfeng will take this standard as a new starting point. On the basis of consolidating the accident-free achievements in production safety for two consecutive years, it will conscientiously implement the main responsibility of production safety and cultivate
2020
07-31
Yunnan peak through the safety standard secondary acceptance
On March 21, Yunnan Jianfeng Cement Company successfully passed the evaluation and acceptance of secondary enterprises for safety production standardization. On the same day, a review team composed of leaders of the Yunnan Provincial Work Safety Supervision Bureau and relevant experts reviewed the implementation of the establishment of Yunnan Jianfeng safety production standardization secondary enterprises. According to the 13 elements involved in the "Standard for Assessment and Rating of Safety Production Standardization in Cement Enterprises", the review team conducted strict assessment and scoring item by item through grouping to check the site and review the data, and finally determined that Yunnan Peak passed the standard acceptance of safety standardization secondary enterprises. Yunnan Jianfeng has always attached great importance to safety production. After passing the three-level safety standard enterprise review in 2015, in order to raise the level of enterprise safety management to a new level, in 2016, it began to create secondary safety standardization. Over the past year, Yunnan Jianfeng has insisted on taking the creation of secondary safety standards as the top priority of production and operation management, and has formulated an implementation plan for production safety standardization in accordance with the requirements of national standardization norms. the content covers production safety responsibility system, education and training, safety inspection, safety facilities management and other safety production management standards, systems and post safety operation procedures, while further strengthening daily safety inspection and regularly organizing emergency plan drills, strengthen the investigation and rectification of potential safety hazards and the supervision of important hazard sources, and further consolidate the foundation of enterprise safety production management. After the review, Zhou Jiping, general manager of Yunnan Jianfeng, said that Yunnan Jianfeng will take this standard as a new starting point. On the basis of consolidating the accident-free achievements in production safety for two consecutive years, it will conscientiously implement the main responsibility of production safety and cultivate
2020
07-31